Unassociated Document


    Exhibit
      10.2

     

     

    AMENDMENT
      NUMBER TWO

    TO
      AMENDED AND RESTATED LOAN AGREEMENT

     

    This
      AMENDMENT NUMBER TWO TO AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”),
      dated
      as of July 16, 2008, among THE GAS COMPANY, LLC, a Hawaii limited liability
      company (the “Borrower”);
      MACQUARIE GAS HOLDINGS LLC, a Delaware limited liability company (“MGH”);
      several banks and other financial institutions signatories hereto; and DRESDNER
      BANK AG NIEDERLASSUNG LUXEMBURG (successor administrative agent to Dresdner
      Bank
      AG London Branch), as Administrative Agent (in such capacity, the “Administrative
      Agent”).

     

    RECITALS

     

    A. The
      parties hereto are parties to the Amended and Restated Loan Agreement dated
      as
      of June 7, 2006 by and among the Borrower, MGH, the several banks and other
      financial institutions from time to time parties thereto as lenders (the
“Lenders”),
      the
      Administrative Agent (the “Loan
      Agreement”),
      pursuant to which the Lenders have agreed to provide certain loans to the
      Borrower for the purposes and upon the terms and conditions set forth
      therein.

     

    B. The
      Borrower and the Lenders have agreed to amend Section 7.1 (g) in the Loan
      Agreement, as set forth herein.

     

    NOW
      THEREFORE, the parties hereto hereby agree as follows:

     

    Section
      1. Definitions
      and Rules of Interpretation.
      All
      capitalized terms used but not defined in this Agreement shall have the
      respective meanings specified in the Loan Agreement. The rules of interpretation
      set forth in Section
      1
      of the
      Loan Agreement shall apply to this Agreement, mutatis
      mutandis,
      as if
      set forth herein.

     

    Section
      2. Amendment
      to Loan Agreement.
      Section
      7.1 (g)
      of the
      Loan Agreement is hereby deleted and replaced in its entirety with the
      following:

     

    other
      unsecured Indebtedness in an aggregate principal amount not exceeding $7,500,000
      at any time outstanding;

     

    Section
      3. No
      Further Waiver or Amendment.
      Except
      to the extent that provisions of the Loan Agreement are amended as expressly
      set
      forth in Section
      2
      hereof,
      the execution and delivery hereof shall not (a) operate as a modification or
      waiver of any right, power or remedy of the Financing Parties or the Collateral
      Agent under any of the Loan Documents, (b) cause a novation with respect to
      any
      of the Loan Documents, or (c) extinguish or terminate any obligations of the
      Borrower under the Loan Documents.

     

    Section
      4. Governing
      Law.
      THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
      OF
      THE STATE OF NEW YORK.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      5. Severability.
      If any
      provision of this Agreement is held to be illegal, invalid or unenforceable,
      the
      legality, validity and enforceability of the remaining provisions of this
      Agreement shall not be affected or impaired thereby. The invalidity of a
      provision in a particular jurisdiction shall not invalidate or render
      unenforceable such provision in any other jurisdiction.

     

    Section
      6. Headings.
      The
      headings in this Agreement have been included herein for convenience of
      reference only, are not part of this Agreement, and shall not be taken into
      consideration in interpreting this Agreement.

     

    Section
      7. Entire
      Agreement.
      This
      Agreement comprises the complete and integrated agreement of the parties hereto
      on the subject matter hereof and supersedes all prior agreements, written or
      oral, on such subject matter.

     

    Section
      8. Counterparts.
      This
      Agreement may be executed by one or more of the parties hereto on any number
      of
      separate counterparts, and all of said counterparts taken together shall be
      deemed to constitute one and the same instrument. A set of the copies of this
      Agreement signed by all the parties shall be maintained by the Borrower and
      the
      Administrative Agent.

     

    [Signature
      pages follow.]


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      


      IN
        WITNESS WHEREOF,
        the
        parties hereto have caused this Agreement to be duly executed by their
        respective officers thereunto duly authorized as of the day and year first
        above
        written.

       

      
        	
                MACQUARIE
                  GAS HOLDINGS LLC

              
	 
	
                By:
                  

              	
                /s/
                  Peter Stokes

              
	 
	
                Name: Peter
                  Stokes

                Title:  
                  Chief
                  Executive Officer

              


      

       

      
        	
                THE
                  GAS COMPANY, LLC, as
                  the Borrower

              
	 
	
                By:
                  

              	
                /s/
                  Jeffrey M. Kissel

              
	 
	
                Name: Jeffrey
                  Kissel

                Title:  
                  President
                  

              
	 
	
                By:

              	
                /s/
                  Thomas A. Wellman

              
	 
	
                Name: Thomas
                  A. Wellman

                Title:  
                  Vice
                  President

              


      

       

      Amendment
        No. 1 to Macquarie District Energy Loan
        Agreement



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF,
        the
        parties hereto have caused this Agreement to be duly executed by their
        respective officers thereunto duly authorized as of the day and year first
        above
        written.

       

      
        	
                DRESDNER
                  BANK AG NIEDERLASSUNG

                LUXEMBURG,
                  as the Administrative Agent

              
	 
	
                By:
                  

              	
                /s/
                  Erica Skold

              
	 
	
                Name: Erica
                  Skold

                Title:  
                  Associate

              
	 
	
                By:

              	
                /s/
                  Marion Sattler

              
	 	 
	
                Name:
                  Marion Sattler

                Title:  
                  Associate

              


      

       

      Amendment
        No. 1 to Macquarie District Energy Loan
        Agreement


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      IN
        WITNESS WHEREOF,
        the
        parties hereto have caused this Agreement to be duly executed by their
        respective officers thereunto duly authorized as of the day and year first
        above
        written.

       

      
        	
                COMMONWEALTH
                  BANK OF AUSTRALIA, as

                Lender

              
	 
	
                By:
                  

              	
                /s/
                  Grant Miller

              
	 
	
                Name:
                  Grant Miller

                Title:  
                  Vice President

              
	 
	
                LLOYDS
                  TSB BANK PLC, as Lender

              
	 
	
                By:
                  

              	 
	 	 
	
                Name:

                Title:

              
	 
	
                BAYERISCHE
                  LANDESBANK, Cayman Islands

                Branch,
                  as Lender

              
	 
	
                By:
                  

              	
                /s/
                  Nikolai von Megden

              
	 
	
                Name:
                  Nikolai von Mengden

                Title:  
                  Senior Vice President 

              
	 
	
                By:
                  

              	
                /s/
                  John Gregory

              
	 
	
                Name:
                  John Gregory

                Title:  
                  First Vice President 

              
	 
	
                DRESDNER
                  BANK AG LONDON BRANCH, as

                Lender

              
	 
	
                By:

              	
                /s/
                  C. M. Allflatt

              
	 	 
	
                Name: C.M.
                  Allflatt

                Title:  
                  Authorised
                  Signatory

              
	 
	
                By:

              	
                /s/
                  Paul Brannan

              
	 	 
	
                Name:
                  Paul Brannan

                Title:  
                  Authorized
                  Signatory

              


      

       

      Amendment
        No. 1 to Macquarie District Energy Loan
        Agreement